Dear Members,
The Directors are pleased to present the 42nd Annual Report of Rajkamal
Synthetics Limited (the Company ) along with the audited financial statements for the
Financial Year ended March 31, 2023.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Company s Financial Performance for the year ended March, 2023 is summarized below:
| Particulars |
Ended onMarch31, 2023 |
Ended onMarch31, 2022 |
| Revenue from Operation |
20.74 |
- |
| Other Income |
16.32 |
0.01 |
| Total Income |
37.06 |
0.01 |
| Cost of Material Consumed |
4.51 |
0 |
| Purchases of stock-in-trade |
0.00 |
0 |
| Changes in inventories of finished goods, WIP and Stock-in-trade |
- |
- |
| Purchases of stock-in-trade |
0.00 |
0 |
| Employees Benefit Expense |
0.20 |
0.46 |
| Depreciation |
1.66 |
2.4 |
| Finance Cost |
0.66 |
0.32 |
| Other Expenses |
12.74 |
37.56 |
| Profit Before Tax (PBT) |
17.31 |
(40.73) |
| Tax Expenses |
3.30 |
0.06 |
| Profit After Tax(PAT) |
14.00 |
(40.67) |
| Sharein(loss)/profit of 1 associates |
- |
- |
| Profit After Tax (Share in associates) |
14.00 |
(40.67) |
| Items that will not be reclassified to Profit |
0.09 |
10.65 |
| & Loss |
|
|
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063
| Total Comprehensive Income for the year |
14.09 |
30.02 |
| PBT Ratio |
83.46% |
- |
| PAT Ratio |
67.50% |
- |
2. RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:
During the year, the Company continued to support new and existing customer growth
plans, enhancing our product offerings, focusing on operating efficiencies, expanding
sales and marketing efforts.
During the year the Company generated revenue including other income of Rs. 37.06 lakhs
as against Rs. 0.01 lakhs in the previous year. The Company incurred a Profit after tax of
Rs. 14.00 Lakh during the year as against a loss ofRs. 40.67 lakh in the previous year.
3. CHANGE IN NATURE OF BUSSINESS, IF ANY:
During the year under review, there is no change in the nature of business of the
Company and the Company continues to concentrate on its own business.
4. ANNUAL RETURN:
As per requirements of section 92(3) of the Companies Act, 2013,(hereinafter referred
as
"the Act") read with Rule 12 of the Companies (Management and Administration)
Rules,
2014 as amended from time to time, including any statutory modifications/amendments
thereto for the time being in force, the Annual Return for the financial year 2022-2023 is
available on the website of the Company i.e. www.rajkamalsynthetics.com.
5. DIVIDEND AND RESERVES:
With a view to conserve reserves, your Directors do not recommend any dividend for the
financial year ended March 31, 2023.The Company does not propose to transfer any amount to
the reserves due to loss incurred in financial year ended March 31, 2023.
6. SHARE CAPITAL:
As on March 31,2023 the issued, subscribed and paid up capital of the company stood at
Rs.65,000,000 (Rupees Six Crore Fifty lakh only) divided into 65,00,000 (Six Five Lakhs)
equity shares of Rs 10/-(Rupees Ten only). There is no change in the share capital of the
company during the financial year.
The Company has not issued shares with differential voting rights,nor sweat equity
shares, nor offered any shares under Employee Stock Option Scheme. The Company has not
bought back any of its securities during the year under review.
7. LISTING OF SECURITIES AND ANNUAL LISTING FEES:
All the equity shares of the Company i.e., 65,00,000equity shares are listed on BSE
Ltd. (BSE). The script code of the Company at BSE is 514028 and ISIN of Company
isINE376L01013. The Company has paid the Annual Listing Fees for the year 2022-23 to
BSE, where the Company s shares are listed.
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board of Directors
As on the date of this Director s Report, your Company has 6 (Six) Directors consisting
of 3(Three) Independent Directors, 2 (Two) Woman Directors, 3 (Three) Executive Directors,
including a Managing Director as follows:
| Name of the Directors |
Designation |
| Mr. Ankur Ajmera (DIN-07890715) |
Managing Director & Chief Executive Officer |
| Mr. Yogesh Chandak (DIN-09719724) |
Executive Director & Chief Financial Officer |
| Ms. Shilpi Mandhana (DIN-03131387) |
Non-Executive-Independent Director |
| Mr. Santosh Bhandari (DIN-10087089) |
Non-Executive-Independent Director |
| Mr. Pankaj Sacheti (DIN-09821118) |
Non-Executive-Independent Director |
| Ms. Seema Kothari (DIN-10214808) |
Executive Director |
Changes in the Board of Directors
During the year 2022-2023, there was resignation of Mr. Vinod Sharda who hold position
of Non Executive director and Mr. Ravi Birla who hold position of Chief Financial Officer
of the Company.
Key Managerial Personnel
During the year 2022-2023, there was a resignation of Ms. Jaya Jain who held position
of Company Secretary and Compliance officer of the Company.
As on March 31, 2023, the Key Managerial Personnel of the Company were as follows: Mr.
Ankur Ajmera: Chief Executive Officer. Mr. Yogesh Chandak: Chief Financial Officer. Ms.
Archana Agarwal: Company Secretary.
The performance evaluation of the Independent Directors was completed.
However as on the date of Director Report following changes in the Key Managerial
Personnel took place:
1. Mr. Ankur Ajmera resigned as a Managing Director from the Company with effect from
April 07, 2023 and got appointed again on the Board as an Executive and Managing Director
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063 of the
Company with effect from April 25, 2023. He was appointed as Chief Executive Officer of
the Company with effect from June 30, 2023.
2. Mr. Naveen Dubey got appointed as an Executive and Managing Director of the Company
with effect from April 25, 2023 and got resigned from the Board of the Company with effect
from June 30, 2023.
3. Mr. Bajrang Singh resigned as a Non-Executive and Independent Director from the
Company with effect from June 30, 2023.
4. Mr. Santosh Bhandari was appointed as a Non-Executive and Independent Director from
the Company with effect from June 30, 2023.
5. Ms. Seema Kothari was appointed as a Non-Executive and Independent Director from the
Company with effect from August 22, 2023.
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS:
BOARD MEETINGS:
During the financial year 2022-2203, 11 (Eleven) Board Meetings were held on
18/04/2022, 30/05/2022, 13/08/2022, 30/08/2022, 7/11/2022, 10/11/2022, 15/12/2022,
05/01/2023, 11/02/2023, 20/03/2023 and 25/03/2023and held in accordance with the
provisions of the Companies Act, 2013 and rules made there under. All the Directors
actively participated in the meetings. The intervening gap between the meetings was within
the period prescribed under the Act and SEBI (Listing Obligations and Disclosures
Requirements), Regulations 2015 (hereinafter referred to as the SEBI (LODR), Regulations,
2015).
| Name of the Directors |
Number of meetings attended/number of meetings held during the
tenure of 2022-23 |
| Mr. Ankur Ajmera |
11/11 |
| Mr. Yogesh Chandak |
08/11 |
| Ms. Shilpi Mandhana |
11/11 |
| Mr. Pankaj Sacheti |
04/11 |
AUDIT COMMITTEE MEETINGS:
A meeting of the Independent Directors of Company convened and held in compliance with
the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Four Audit Committee
Meetings were held during the year under consideration. The dates of the said Meetings are
30/05/2022, 13/08/2022, 10/11/2022 and 11/02/2023. The details
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063 of
composition of the Audit Committee and attendance of the Directors at the Audit Committee
Meetings are given below:
| Name of the Directors |
Number of meetings attended/number of meetings held during the
tenure of 2022-23 |
| Ms. Shilpi Mandhana |
4/4 |
| Mr. AnkurAjmera |
4/4 |
| Mr. BajrangSingh |
4/4 |
NOMINATION AND REMUNERATION COMMITTEE:
Three Nomination & Remuneration Committee Meeting were held during the year under
consideration on18/04/2022, 13/08/2022and 11/02/2023. The details of composition of the
Nomination & Remuneration Committee and attendance of the Directors at the Nomination
& Remuneration Committee Meetings are given below:
| Name of the Directors |
Number of meetings attended/number of meetings held during the
tenure of 2022-23 |
| Ms. Shilpi Mandhana |
3/3 |
| Mr. Pankaj Sacheti |
3/3 |
| Mr. BajrangSingh |
3/3 |
STAKEHOLDER RELATIONSHIP COMMITTEE:
Two Stakeholder Relation & Share Transfer Committee Meetings were held during the
year under consideration. The dates of the said Meetings are 13/08/2022 and 11/02/2023.The
details of composition of the Stakeholder Relation & Share Transfer Committee and
attendance of the Directors at the Stakeholder Relation & Share Transfer Committee
Meetings are given below:
| Name of the Directors |
Number of meetings attended/number of meetings held during the
tenure of 2022-23 |
| Ms. Shilpi Mandhana |
2/2 |
| Mr. AnkurAjmera |
2/2 |
| Mr. BajrangSingh |
2/2 |
10. DIRECTOR RETIRE BY ROTATION:
In accordance with provisions of Section 152 of the Act and the Articles of Association
of the Company, Mr. Yogesh Chandak Director of the Company (DIN:09719724), retires by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered
himself for reappointment.
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063
11. DECLARATION BY INDEPENDENT DIRECTOR:
All Independent Director have given declarations to the effect that they meet the
criteria of independence as laid down under Section 149(6) of the Act read with Regulation
16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors
fulfill the conditions specified in the Act, Rules made there under and SEBI (LODR),
Regulations 2015.
12. MEETING OF INDEPENDENT DIRECTOR:
All As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013,
Independent Directors are required to hold at least one meeting without the attendance of
Non-Independent Directors and Annual Report 2022-2023 members of management. Accordingly,
such meeting of Independent Directors was held on 25/03/2023.Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole based on
certain parameters set by Independent Directors.
13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
The Company has a Familiarization Programme which provides Orientation at the time of
the appointment of Independent Directors which covers their role and responsibilities,
overview of the industry, operations, and business model of the Company. They are provided
with copies of the Company s latest Annual Reports, relevant provisions of the SEBI
(LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the
Board of Directors, Prevention of Insider Trading regulations and other internal policies
to help them get a broad view of the Company s procedures and practices. During the year,
there was no appointment of any new Independent Directors and hence the above orientation
programme was not relevant.
The detail of the familiarisation policy is available on the website of the Company at
weblink www.rajkamalsynthetics.com.
14. FORMAL ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD AND
INDIVIDUAL DIRECTORS:
The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation
of the performance of the Board, its Committees, Individual Directors and the Chairperson.
During the year, the Board of Directors has carried out an annual evaluation of its own
performance and individual directors pursuant to a guidance note dated January 5, 2017
released by Securities and Exchange Board of India ("SEBI") on the evaluation of
the board of directors of a listed company ("Guidance Note"). The performance of
the Board and individual directors was evaluated by the Board after seeking inputs from
all the directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. In a separate meeting
of Independent directors, performance of Non-Independent Directors and the Board as a
whole was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors.
15. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR
GIVING OF LOANS FOR PURCHASE OF ITS SHARES:
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063
During the year under review, the Company has not provided any loan or financial
assistance to any person for purchase or subscription of shares in the Company as per the
provisions of Section 67 of the Act. Hence, no disclosure required to be provided
16. SUBSIDIARY AND ASSOCIATES COMPANIES:
As on March 31, 2023, the Company has no Subsidiary or Associate or Joint Venture
Company. There are no companies which have become or ceased to be the Subsidiary or
Associates or Joint Venture of the Company during the financial year ended on March 31,
2023.
17. DISCLOSURE RELATED TO EMPLOYEE:
The Company pays salary/remuneration to only one employee, Ms. Archana Sarotia, Company
Secretary of the Company and hence information required under Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is NOT APPLICABLE.
18. COMMITTEES OF THE BOARD:
Your Company has required Committees (Audit Committee, Stakeholders Relationship
Committee and Nomination and Remuneration Committee) as required under the provisions
of the Act & rules framed there under and SEBI (LODR), Regulation 2015.
19. SECRETARIAL STANDARD COMPLIANCE:
During the year 2022-23, the Company has complied with all applicable secretarial
standards issued by the Institute of Company Secretaries of India.
20. CONVERSATIONOF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT:
The provisions relating to the disclosure of particulars relating to conservation of
energy and technology absorption do not apply to the Company since it is engaged in the
business of textile processing activities. The Company had no foreign exchange earnings
and outgo during the year.The particulars relating to the Conservation of Energy,
Technology Absorption as per Section 134(3) (m) of the Companies Act, 2013 read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below: A. Conservation of
energy-
1. The steps taken or impact on conservation of energy: NIL
2. The steps taken by the company for utilizing alternate sources of energy: NIL
3. The capital investment on energy conservation equipments: NIL
B. Technology absorption-
1. The efforts made towards technology absorption: NIL
2. The benefits derived like product improvement, cost reduction, product development
or import substitution: NIL
3. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): NIL
4. The expenditure incurred on Research and Development: NIL
411, Atlanta Estate Premises CHSL, G.M. LinkRoad, Goregaon (East),Mumbai 400063
21. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors
confirm that;
i. In the preparation of the Annual Accounts for the year ended March 31, 2023 the
applicable accounting standards have been followed along with proper explanation relating
to departures, if any;
ii. The Directors have selected such accounting policies and applied consistently and
such judgments and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March 31, 2023 and of
the profit of the Company for the year ended on that date.
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a "going concern"
basis;
v. The Directors had laid down proper internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
22. STATUTORY AUDITORS AND AUDITORS REPORT:
ADV & Associates, Chartered Accountants (FRN No: 128045W) were appointed as
Auditors of the Company by the Members in Extra Ordinary General Meeting held on February
6, 2023 to fill the casual vacancy. In terms of Section 139 of the Act, as amended by the
Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not
be ratified at every Annual General Meeting. Accordingly, the notice convening the ensuing
Annual General Meeting will not carry any resolution for ratification of appointment of
Statutory Auditors.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment and that they have not been disqualified in any manner
from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors
shall be determined by the Board of Directors based on the recommendation of the Audit
Committee.
The Auditor s Report annexed to the financial statements for the year under review does
not contain any qualification, reservation, adverse remark or disclaimer.
23. COST AUDIT:
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company during the financial year
under review.
24. SECRETARIAL AUDIT:
Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S Nirmal
Tiwari & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of
the Company for the financial year ended March 31, 2023. Due to committed schedule and
inability to meet specified timelines and due to lack of staff; he was unable to continue
and would not carrying out the audit of the Company and has tendered his resignation and
issued no objection certificate. The Board thereby appointed Vaibhav Kakkad &
Associates, Practicing Company Secretary, to undertake Secretarial Audit of the Company
for the financial year ended March 31, 2023.
The Secretarial Audit Report in Form MR-3 for the financial year under review, as
received from Vaibhav Kakkad & Associates, Practicing Company Secretary is attached as
an
"Annexure-I" to the Directors Report. There are no qualifications or adverse
remarks in the Secretarial Audit Report.
25. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMAIRS MADE BY STATUTORY/SECRETARIAL AUDITORS: There are
no qualifications, reservations or adverse remarks made by statutory or secretarial
auditor in their report for the financial year ended March 31, 2023.
26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUBSECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board of Company under Section
143(12) of the Act and Rules framed there under.
27. DISCLOSURE OF COMMISSION:
According to section 197(14) of the Companies Act, 2013, no Director received a
commission from the Company and none of the Managing Director/Executive Director were
disqualified from receipt of any remuneration or commission from the Company.
28. DISCLOSURE ABOUT DISQUALIFICATION:
None of the Directors of the Company are disqualified u/s 164(2) of the Companies Act,
2013.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
During the financial year ended on March 31, 2023, the Company has not given any loan
or guarantee or provided security, or made investment pursuant to the provisions of
section 186 of the Companies Act, 2013.
30. RELATED PARTY TRANSACTIONS AND POLICY:
There is no contract or arrangements made during the year with related parties falling
under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2022-23 and hence does not form part of this report.
31. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015), the
Management s Discussion and Analysis is set out in this Director s Report. Management s
Discussion and Analysis Report provides details of the overall industry structure,
developments, performance and state of affairs of the Company s various businesses.
32. RISK MANAGEMENT:
The Company has framed a risk management framework to identify, business risk and
challenges across the Company. The risk framework helps us meet the business objectives by
aligning operating controls with the mission andvision of the Company. After extensive
deliberation on the nature of risk and after adequate risk mitigations steps, the business
activities are being carried out under the direct supervision of the Board of Directors of
the Company to ensure that no foreseeable risk involved in such an activity which may
threaten the existence of the Company.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate
Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year
under review.
34. DEPOSITS:
During the year under review, the Company has not accepted any deposits from public and
as such, no amount on account of principal or interest on deposits from public was
outstanding as on March 31, 2023falling within the meaning of Section 73 of the Act and
the Companies (Acceptance or Deposits) Rules, 2014.
35. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:
There have been no material changes and commitments which affect the financial position
between end of the financial year and the date of this Director s report.
36. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources.The Company is committed to continuously take further steps to provide a
safe and healthy environment.
37. REVISION OF FINANCIAL STATEMENTS:
According to section 131 (1) of the Act, Company is not required to revise the
financial statement.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALSIMPACTING GOING CONCERN AND COMPANYS
OPERATION:
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
39. NOMINATION AMD RENUMERATION POLICY:
In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations
the Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
remuneration and nomination policy has been posted on the website of the Company
www.rajkamalsynthetics.com.
40. WHISTLE BLOWER AND VIGIL MECHANISM:
In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations,
2015, Company have established a vigil mechanism for the Directors and employees. The
Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in
fair and unbiased manner, to ensure that complete factfinding exercise has been undertaken
and provide a channel to the Directors and employees to report genuine concerns or
suspected fraud
41. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an
Internal Complaints Committee has been constituted for reporting and conducting inquiry
into the complaints made by the victim on the harassments at the work place. During the
year under review, there were no cases filed or reported pursuant to the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015,disclosuresregarding
environment, social and governance thereof is not applicable to the Company.
43. CORPORATE GOVERNANCE REPORT:
The provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 relating to Corporate Governance Report are presently not applicable to
the Company as Paid up Equity Share Capital of the Company does not exceed Rs. 1000.00
lakhsand Net Worth of the Company does not exceed Rs. 2500.00 lakhsas on the last day of
the previous financial year i.e. 31st March, 2023.
As on March 31, 2023, the paid-up equity shares capital and net worth of the Company
are 650.00 lakhs and (6.48) lakhs respectively. Hence, the Company is exempted under
Regulation15(2)(a) of Listing Regulations and consequently it is also exempted from
submitting Corporate Governance Report for the year ended 31 March, 2023.
44. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
In accordance with the provision of Section 134(5)(e) of the Act and as per the
provisions of the SEBI (LODR), Regulations, 2015, the Company has an effective internal
control and risk-mitigation system, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company s internal control system is
commensurate with its size, scale and complexities of its operations. The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry. The Audit Committee of
the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust
Management Information System, which is an integral part of the control mechanism. The
Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.
45. CREDIT RATING:
The Company has not obtained any credit rating during the year.
46. STATUTORY INFORMATION:
(i) The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the
Company during the financial year under review.
(ii) The information required under section 197 of the Companies Act, 2013 read with
Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company are not applicable to the
Company during the financial year ended on March 31, 2023, as there is no employee other
than Directors.
(iii) The Company has not accepted or renew any deposits, within the meaning of Section
73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,
2014.
(iv) The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is
not applicable to your Company for the financial year under review.
(v) Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the
financial year.
47. CAUTIONARY STATEMENT:
Statements in this Report, Management Discussion and Analysis, Corporate Governance,
Noticeto the Shareholders or elsewhere in this Annual Report, describing the Company s
objectives, projections, estimates and expectations may constitute forward looking
statement within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
Market conditions and circumstances.
48. DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company s financial position have occurred between the end of the
financial year of the Company and date of this report.
49. ACKNOWLEDGMENT AND APPRECIATION:
Your Directors wish to thank all the stakeholders who have contributed to the success
of your Company. Your Directors wish to place on record their appreciation, for the
contribution made by the employees at all levels. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
|
By Order of the Board of Director |
|
Rajkamal Synthetics Limited |
|
Ankur Ajmera |
|
Managing Director |
|
DIN: 07890715 |
| Dated: September4, 2023 |
|
| Place: Mumbai |
|
+91-9892691696
